Exhibit 4.1
FORM OF DEED OF ACCESS TO
DOCUMENTS AND INDEMNITY
DEED dated
between:
1.
Pharmaxis Ltd
(ABN 75 082
811 630) of 2/10 Rodborough Road, Frenchs Forest, NSW, 2086
Australia (the
Company ); and
2.
of
IT IS AGREED
as follows:
1.
Definitions and
interpretation
1.1
Definitions
In this Deed, the following words
have the following meanings unless otherwise required by the
context or subject matter:
Board
means the board of directors of the
Company.
Deliberations
includes meetings of, and
communications or discussions between, members of the Board, and
committees on which members of the Board sit, and any decisions,
resolutions or directives made at those meetings or
discussions.
Document
means any of the
following:
(a)
a document as
defined in section 9 of the Corporations Law:
(i)
delivered to
members of the Board for use in Deliberations;
(ii)
used in
Deliberations or referred to in Deliberations; or
(iii)
which is
reasonably material to Deliberations;
(b)
any document
containing advice or opinion from a lawyer which is addressed to,
or given for the benefit of, the Company and any document recording
such advice or opinion.
related body
corporate has the
meaning given in the Corporations Law.
you
means
and your has a corresponding meaning.
1.2
Interpretation
(a)
Headings are for convenience only
and do not affect interpretation.
(b)
A reference to any
legislation includes any modification or re-enactment
of it and any legislative provision substituted for it.
2.
Indemnity
2.1
Indemnity
The Company agree jointly and
severally to indemnify you to the extent permitted by law and,
without limiting their powers, from and against
liabilities:
(a)
other than to the Company or a
related body corporate, incurred by you as a director of the
Company provided that the liability does not arise out of conduct
involving a lack of good faith; and
(b)
for costs and expenses (including,
without limitation, legal costs on a full indemnity basis) incurred
by you:
(i)
in defending
proceedings, whether civil or criminal, in which judgment is given
in your favour or in which you are acquitted; or
(ii)
in connection
with any application in relation to any proceedings referred to in
the preceding paragraph, in which the court grants relief to you
under the Corporations Law,
where such
liability is or was incurred as a result of facts or circumstances
relating to you serving or having served as an director of the
Company.
2.2
Reimbursement
Any demand made
by you under this clause must contain reasonable details of the
amounts to be paid by the Company.
2.3
Repayment
You must repay to the Company any
amount paid by the Company under this Deed if, and only to the
extent that:
(a)
a court of competent jurisdiction
determines that you are not entitled to be indemnified by the
Company for such liabilities; or
(b)
you receive payment under a contract
of insurance procured by the Company in respect of those
liabilities or if the insurer pays, discharges and satisfies those
liabilities directly.
3.
Indemnity after you cease to be an
Officer of the Company
The indemnity given by the Company
under this Deed will continue for 7 years from the date that you
cease to be an Officer of the Company.
4.
The Company to maintain
insurance
4.1
Maintain Insurance
(a)
The Company agrees to maintain a
contract of insurance from an established and reputable insurer,
which insures the Company against all liabilities incurred by you
as an director, provided that the liability does not arise out of
conduct involving
a wilful breach of duty to the
Company or a contravention of sections 232(5) or (6) of the
Corporations Law.
(b)
Unless the Company ag
